Končar - Electrical Industry Inc. Security: KOEI-R-A

ISIN: HRKOEIRA0009

LEI: 74780000H0SHMRAW0I15

Home member state: Croatia

Regulated market segment: Official Market of the Zagreb Stock Exchange

Address: Fallerovo šetalište 22, 10000 Zagreb

The Management Board

Pursuant to the provision of Article 277 of the Companies Act (Official Gazette 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23) and the provision of Article 15 of the Articles of Association of Končar - Electrical Industry Inc., Zagreb, Fallerovo šetalište 22 and the Decision of the Company's Management Board on convening a General Assembly meeting of 20 April 2023, the convening of and invitation to

the meeting of the General Assembly of Končar - Electrical Industry Inc.

is hereby announced. The meeting will be held on 13 June 2023, starting at 12:00 p.m. in Zagreb, Fallerovo šetalište 22, in the office tower of Končar - Electrical Industry Inc., on the 11th floor, in the great hall. After opening of the meeting of the General Assembly and verification of shareholders present, the agenda will be as follows:

Agenda:

  1. Annual Management Report on the State of the Company and its subsidiaries for 2022
  2. Annual financial statements and consolidated annual report of Končar - Electrical Industry Inc. for 2022 with the auditor's report, after they have been approved by the Company's Management Board and Supervisory Board
  3. Supervisory Board's Report on performed supervision of the management of the Company's business operations for 2022
  4. Decision on allocation of distributable profit for 2022
  5. Decision on granting discharge to members of the Company's Management Board for managing the Company in 2022
  6. Decision on granting discharge to members of the Supervisory Board for supervising the management of the Company's business operations in 2022
  7. Decision on appointment of auditors for 2023
  8. Remuneration report for members of the Management Board and the Supervisory Board
  9. Decision on authorizing the Company's Management Board for acquisition of treasury shares
  10. Decision on change of Company name
  11. Decision on adjustment of the share capital and portions of that capital in connection with conversion from HRK to EUR
  12. Decision on amendments to the Articles of Association

The Management Board and the Supervisory Board jointly propose that the General Assembly adopt decisions under items 4, 5, 6 and 8 of the Agenda, while the Supervisory Board proposes that the General Assembly adopt the decision under item 7 of the Agenda.

The General Assembly does not adopt decisions under items 1, 2 and 3 of the Agenda; it only acknowledges them.

Proposals for decisions:

Ad.1. Annual Management Report on the State of the Company and its Subsidiaries for 2022 The General Assembly acknowledges the Management Report on the State of the Company and its Subsidiaries for 2022.

Ad.2. Annual financial statements and consolidated annual report of Končar - Electrical Industry Inc. for 2022 with the auditor's report, after they have been approved by the Company's Management Board and Supervisory Board

The General Assembly acknowledges the information regarding financial statements of the company Končar - Electrical Industry Inc. and consolidated financial statements of the Končar Group for 2022, as approved by the Management Board and the Supervisory Board, together with the Auditor's Report concerning the performed audit of financial statements.

The Supervisory Board and the Management Board of Končar - Electrical Industry Inc. have jointly approved the Company's annual financial statements for 2022, as follows:

  • Statement of financial position (balance sheet), with the sum of assets and of equity and liabilities in the amount of HRK 1,784,537,843.28 thousand (EUR 236,848,874.28)
  • Profit and loss statement with realized profit (loss) after tax in the amount of HRK 113,035,648.12 thousand (EUR 15,002,408.67)
  • Statement of other comprehensive income
  • Cash flow statement
  • Statement of changes in equity
  • Notes to the financial statements

The Supervisory Board and the Management Board of Končar - Electrical Industry Inc. have jointly approved Končar Group's consolidated annual financial statements for 2022, as follows:

  • Statement of financial position (balance sheet), with the sum of assets and of equity and liabilities in the amount of HRK 6,038,135 thousand (EUR 801,398 thousand)
  • Profit and loss statement with realized profit (loss) after tax in the amount of HRK 370,155 thousand (EUR 49,128 thousand)
  • Statement of other comprehensive income
  • Cash flow statement
  • Statement of changes in equity
  • Notes to the financial statements

Ad.3. Supervisory Board's Report on performed supervision of the management of the Company's business operations for 2022

The General Assembly acknowledges the Supervisory Board's Report on performed supervision of the management of the Company's business operations for 2022.

HRK 5,651,782.38/ EUR 750,120.43, HRK 69,016,082.08/ EUR 9,160,008.24, HRK 74,667,864.46/ EUR 9,910,128.67.

Ad. 4. Decision on allocation of distributable profit for 2022

Pursuant to the provision of Article 220 of the Companies Act and the provision of Article 11 of the Articles of Association of Končar - Electrical Industry Inc., on 13 June 2023, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision

on allocation of distributable profit for 2022

I Available profit generated in financial year 2022 amounts to HRK 107,383,865.74/ EUR 14,252,288.24.

  1. Out of that distributable profit, the shareholders will be paid a dividend of HRK 15.07/ EUR 2.00 per share.
    II Dividend will be paid to the shareholders registered in the Depository of Dematerialized Securities of the Central Depository and Clearing Company (CDCC) as holders of shareholder rights on the fifteenth (15th) day following the General Assembly meeting. Hence, 28 June 2023 is the record date.
    III Dividend payment shall be made no later than within 15 (fifteen) days from the record date, that is, until (and including) 13 July 2023.
    IV The remaining distributable profit in the amount of HRK 69,016,082.08/ EUR 9,160,008.24 is allocated to retained earnings.

Explanation

The Management Board and the Supervisory Board of Končar - Electrical Industry Inc. approved the Company's financial statements at the Supervisory Board meeting of 20 April 2023.

The net profit of Končar - Electrical Industry Inc. realized in the financial year 2022 amounts to HRK 113,035,648.12/ EUR 15,002,408.67, of which:

- the amount allocated to legal reserves is:

- the amount allocated to retained earnings is: Total:

The Management Board and the Supervisory Board submitted a proposal to the General Assembly of Končar - Electrical Industry Inc. for the remaining profit for the financial year 2022, in the amount of HRK 107,383,865.74/ EUR 14,252,288.24, to be paid to shareholders through dividend of HRK 15.07/ EUR 2,00 per share, and for the remaining part of the distributable profit, in the amount of HRK 69,016,082.08/ EUR 9,160,008.24 to be allocated to retained earnings.

Ad.5. Decision on granting discharge to members of the Company's Management Board for managing the Company in 2022

Pursuant to Article 275 of the Companies Act, on 13 June 2023, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision

Discharge is granted to members of the Company's Management Board for management of business operations in 2022.

Ad.6. Decision on granting discharge to members of the Supervisory Board for supervising the management of the Company's business operations in 2022

Pursuant to Article 275 of the Companies Act, on 13 June 2023, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision

Discharge is granted to members of the Supervisory Board for supervision of management of the Company's business operations in 2022.

Ad.7. Decision on appointment of auditors for 2023

Pursuant to Article 275 of the Companies Act, on 13 June 2023, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision

KPMG Croatia d.o.o. for auditing, PIN: 20963249418, with registered office in Zagreb, Ivana Lučića 2/a,

registered with the Court Register of the Commercial Court in Zagreb under Court Reg. No.: 080098593,

and TPA Audit d.o.o., PIN: 82899666867, with registered office in Prelog, Ulica kneza Branimira 28, registered with the Court Register of the Commercial Court in Varaždin under Court Reg. No.: 070143436, are appointed auditors of financial statements of the company Končar - Electrical Industry Inc. and consolidated financial statements of Končar Group for 2023.

Ad.8. Remuneration report for members of the Management Board and the Supervisory Board Pursuant to the provision of Article 275(1)(3) and the provision of Article 276a(4) of the Companies Act, on 13 June 2023, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision

  1. Approving the Remuneration Report for 2022 pertaining to remuneration which the Company or a different company within the same group paid or undertook to pay to each member of the Management Board and the Supervisory Board performing such duty in 2022, which Remuneration Report for 2022 has been revised in accordance with the provision of Article 272r of the Companies Act.
    II The Company does not assume any obligations by virtue of this Decision nor do members of the Management Board and Supervisory Board performing their duty as members in 2022 acquire any rights based hereon.

Ad. 9. Decision on authorizing the Company's Management Board for acquisition of treasury shares

Pursuant to Article 233 of the Companies Act, on 13 June 2023, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision on authorizing the Company's Management Board for acquisition of treasury shares

  1. By virtue of this Decision, the Company's General Assembly authorizes the Management Board to acquire the Company's treasury shares within the period of 5 (say: five) years, counting from 15 January 2024, without any further consent from the General Assembly being required, under the following conditions:
    1. A portion of the Company's other reserves in the amount of EUR 4,000,000.00 (say: four million) is to be used by Končar - Electrical Industry Inc. for acquisition of treasury shares designated KOEI-R-A, which effectively creates reserves for purchase of treasury shares and limits the assets that may be used for that purpose,
    2. The Company's Management Board may acquire the Company's treasury shares only on organized securities markets,
    3. Price at which the Company's treasury shares will be bought must not exceed a value of 10% above the closing price at the Zagreb Stock Exchange on the day immediately preceding the day of purchase of the Company's treasury shares,
    4. At the first General Assembly meeting scheduled after the purchase, the Company's Management Board must explain the reasons and purpose of acquiring the shares, the number of acquired shares and their relevant portion of the share capital, including the consideration paid for those shares. The Management Board has the same duty vis-a-vis the Supervisory Board and its report to that Board has to be made within one month after the end of each individual quarter.
  2. The Company's Management Board may use the treasury shares that the Company already holds or those that it has acquired based on the General Assembly decision authorizing the Company's Management Board for acquisition of treasury shares without any further, separate decision from the General Assembly being required, in which context the existing shareholders' right of pre-emption is hereby excluded.
  1. This Decision enters into effect on the day of its adoption and it is applicable for as long as the authorization granted by virtue of this Decision is effective.

IV With the entering into effect of this Decision, the Decision authorizing the Company's Management Board for acquisition of treasury shares adopted by the General Assembly on 15 January 2019 is rendered invalid.

Ad. 10. Decision on change of Company name

Pursuant to Article 11 of the Companies Act and based on a decision of the Management Board of Končar - Electrical Industry Inc. and a consent from its Supervisory Board given on 19 May 2022, the Company's General Assembly adopts the following

Decision

on change of Company name

  1. The Company's current name in Croatian is: Končar - Elektroindustrija d.d. The Company's current name in English is: Končar - Electrical Industry Inc.
    The Company's current short name in Croatian is: Končar d.d.
    The Company's current short name in English is: Končar Inc.
  1. The Company's name is hereby changed as follows:

Company name in Croatian: KONČAR - Elektroindustrija d.d. za proizvodnju i usluge

Company name in English: KONČAR - Electrical Industry Inc. for manufacturing and services

The Company's short name in Croatian: KONČAR d.d.

The Company's short name in English: KONČAR Inc.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Koncar - elektroindustrija dd published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 11:00:29 UTC.